MONTREAL, March 29, 2013 /CNW/ - Valeant Pharmaceuticals International, Inc.
(NYSE: VRX and TSX: VRX) announced today that its wholly owned subsidiary
Valeant Pharmaceuticals International (the "Company") intends to commence an
offer to exchange (the "Exchange Offer") any and all of its outstanding $500
million aggregate principal amount of 6.375% Senior Notes due 2020 (the
"Existing Notes") for up to an additional $500 million aggregate principal
amount of its 6.375% Senior Notes due 2020 (the "Exchange Notes") issued
pursuant to the indenture, dated as of October 4, 2012 (the "Date of
Issuance"), as supplemented, among the Company, Valeant Pharmaceuticals
International, Inc. (the "Parent"), the guarantors named therein and The Bank
of New York Mellon Trust Company, as trustee.
The Exchange Notes will be guaranteed by same guarantors of the Existing
Notes, which are the Parent and each of the Parent's subsidiaries (other than
the Company) that is a guarantor of the Parent's senior secured credit
facilities. The form and terms of the Exchange Notes will be substantially
identical to the form and terms of the Existing Notes. The Company is
conducting this Exchange Offer in order to satisfy its obligations under the
indenture governing the Existing Notes with the anticipated result being that
some or all of such notes will be part of a single series of notes under one
indenture using a single CUSIP number.
Upon the terms and subject to the conditions of the Exchange Offer, for each
$1,000 principal amount of Existing Notes validly tendered, and not withdrawn,
in the Exchange Offer for the Existing Notes, eligible holders will receive
$1,000 principal amount of Exchange Notes.
The Exchange Offer will expire at 5:00 p.m., New York City time, on April 26,
2013, unless extended or earlier terminated by the Company (such date and
time, as the same may be extended or earlier terminated, the "Expiration
Time"). Eligible holders that validly tender their Existing Notes and do not
withdraw their tenders at or prior to 5:00 p.m., New York City time, on April
9, 2013 (such date and time, the "Initial Expiration Time") will receive
Exchange Notes on April 10, 2013.
Tenders in the Exchange Offer may be validly withdrawn at any time prior to
the Initial Expiration Time, but will thereafter be irrevocable, except as
required by applicable securities laws.
The Company may extend or terminate the Exchange Offer, in its sole and
absolute discretion, and otherwise amend or modify the Exchange Offer in any
respect, subject to applicable securities laws. The Exchange Offer is open to
all eligible holders of Existing Notes.
The Exchange Notes have not been and will not be registered under the
Securities Act of 1933, as amended (the "Securities Act") or any state
securities laws. The Exchange Notes may not be offered or sold in the United
States or to any U.S. persons except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act. The Exchange Offer is being made, and the Exchange Notes are being
offered, and issued only to holders of Existing Notes who are "qualified
institutional buyers" (as defined in Rule 144A under the Securities Act) or
institutional "accredited investors" within the meaning of Rule 501 (a)(1),
(2), (3) or (7) of Regulation D under the Securities Act.
This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy securities, nor shall there be any offer or sale of securities
in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such jurisdiction.
About Valeant Pharmaceuticals International, Inc. Valeant Pharmaceuticals
International, Inc. (NYSE/TSX: VRX) is a multinational specialty
pharmaceutical company that develops, manufactures and markets a broad range
of pharmaceutical products primarily in the areas of dermatology, neurology
and branded generics. More information about Valeant Pharmaceuticals
International, Inc. can be found at www.valeant.com.
Forward Looking Statements This press release may contain forward-looking
statements, including, but not limited to those related to the offering of
Exchange Notes and whether or not the Company will consummate the offering.
Forward-looking statements can generally be identified by the use of words
such as "anticipate," "expect," "plan," "could," "may," "will," "should,"
"would," "intend," "seem," "potential," "appear," "continue," "future,"
believe," "estimate," "forecast," "project," variations of such words or other
words that convey uncertainty of future events or outcome, although not all
forward-looking statements contain these identifying words. Our
forward-looking statements are subject to known and unknown risks and
uncertainties, many of which are outside of our control and could cause actual
results to differ materially and adversely from those expressed or implied by
such statements. Those risks include, but are not limited to: our future
economic performance, operating results, financial condition, capital
resources or prospects; projections of revenue, expenses, income and losses,
earnings (losses) per share, capital expenditures, dividends, growth rates or
other financial items; market or industry trends, legal or regulatory
developments; future events; the anticipated effect of acquisitions,
litigation, new (or changes to existing) laws, regulations or accounting
principles or other matters on our business, economic performance, operating
results, financial condition, capital resources or prospects; our plans,
objectives and strategies for future operations or otherwise; and our
expectations and beliefs. Information concerning potential factors that could
affect the Company's financial results is included in its Parent's most recent
annual or quarterly report and detailed from time to time in the Parent's
other filings with the Securities and Exchange Commission and the Canadian
Securities Administrators. Readers are cautioned not to place undue reliance
on any of these forward-looking statements. These forward-looking statements
speak only as of the date hereof. The Company and Parent undertake no
obligation to update any of these forward-looking statements to reflect events
or circumstances after the date of this press release or to reflect actual
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SOURCE: Valeant Pharmaceuticals International, Inc.
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